Common use of Other Potential Acquirors Clause in Contracts

Other Potential Acquirors. Stockholder (i) will immediately cease any existing discussions or negotiations, if any, with any persons conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries, or any business combination with the Company or its subsidiaries, in his, her or its capacity as such; (ii) from and after the date hereof until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, will not, in such capacity, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Third Party Acquisition; and (iii) shall promptly notify Parent of any proposals for, or inquiries with respect to, a potential Third Party Acquisition received by Stockholder or of which Stockholder otherwise has knowledge.

Appears in 7 contracts

Samples: Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp)

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Other Potential Acquirors. Stockholder (i) will shall immediately cease any existing discussions or negotiations, if any, with any persons conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries, or any business combination with the Company or its subsidiaries, in his, her or its capacity as such; (ii) from and after the date hereof until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, will shall not, in such capacity, directly or indirectly, initiate, solicit or knowingly encourage (including including, without limitation, by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Third Party Acquisition; and (iii) shall promptly notify Parent of any proposals for, or inquiries with respect to, a potential Third Party Acquisition received by Stockholder or of which Stockholder otherwise has knowledge.

Appears in 5 contracts

Samples: Tender and Voting Agreement (Intel Corp), Tender and Voting Agreement (Intel Corp), Tender and Voting Agreement (Intel Corp)

Other Potential Acquirors. Stockholder (i) will shall immediately cease any all existing discussions or negotiations, if any, with any persons conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiariesCompany, or any business combination with the Company or its subsidiaries, in his, her or its capacity as suchCompany; (ii) from and after the date hereof until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Timethis Agreement, will shall not, in such capacityhis, her or its capacity as a stockholder of the Company, directly or indirectly, initiate, solicit or knowingly encourage (including including, without limitation, by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Third Party Acquisition; and (iii) shall promptly notify Parent the Company of any proposals for, or inquiries with respect to, a potential Third Party Acquisition received by Stockholder or of which Stockholder otherwise has knowledge.

Appears in 2 contracts

Samples: Proxy and Voting Agreement (Simplex Solutions Inc), Irrevocable Proxy and Voting Agreement (Cadence Design Systems Inc)

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Other Potential Acquirors. Stockholder (i) will shall immediately cease any existing discussions or negotiations, if any, with any persons conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiariesCompany, or any business combination with the Company or its subsidiaries, in his, her or its capacity as suchCompany; (ii) from and after the date hereof until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, will shall not, in such capacity, directly or indirectly, initiate, solicit or knowingly encourage (including including, without limitation, by way of furnishing non-public any information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Third Party Acquisition; and (iii) shall promptly notify Parent of any proposals for, or inquiries with respect to, a potential Third Party Acquisition received by Stockholder or of which Stockholder otherwise has knowledge.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Titan Corp)

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